Obligation ThyssenKrupp AG 2.875% ( DE000A2TEDB8 ) en EUR

ThyssenKrupp AG

100 % ▲

Allemagne

DE000A2TEDB8 ( en EUR )

2.875% par an ( paiement annuel )

22/02/2024 - Obligation échue

Prospectus brochure de l'obligation ThyssenKrupp AG DE000A2TEDB8 en EUR 2.875%, échue

1 000 EUR

1 500 000 000 EUR

ThyssenKrupp AG est une société multinationale allemande opérant dans les domaines de la construction de matériel, de la production d'acier et des technologies des ascenseurs et des escalators.

L'Obligation émise par ThyssenKrupp AG ( Allemagne ) , en EUR, avec le code ISIN DE000A2TEDB8, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/02/2024

FINAL TERMS
ENDGÜLTIGE BEDINGUNGEN
MiFID II PRODUCT GOVERNANCE / RETAIL INVESTORS TARGET MARKET Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients,
each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the
Notes are appropriate including investment advice, portfolio management, non-advised sales and pure execution
services. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels,
subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
MiFID II PRODUKTÜBERWACHUNGSPFLICHTEN / ZIELMARKT KLEINANLEGER - Die Zielmarktbestimmung im
Hinblick auf die Schuldverschreibungen hat ausschließlich für den Zweck des Produktgenehmigungsverfahrens
jedes Konzepteurs zu dem Ergebnis geführt, dass (i) der Zielmarkt für die Schuldverschreibungen geeignete
Gegenparteien, professionelle Kunden und Kleinanleger, jeweils im Sinne der Richtlinie 2014/65/EU (in der
jeweils gültigen Fassung, "MiFID II"), umfasst; und (ii) alle Kanäle für den Vertrieb der Schuldverschreibungen
angemessen sind einschließlich Anlageberatung, Portfolio-Management, Verkäufe ohne Beratung und reine
Ausführungsdienstleistungen. Jede Person, die in der Folge die Schuldverschreibungen anbietet, verkauft oder
empfiehlt (ein "Vertriebsunternehmen") soll die Beurteilung des Zielmarkts der Konzepteure berücksichtigen; ein
Vertriebsunternehmen, welches MiFID II unterliegt, ist indes dafür verantwortlich, seine eigene
Zielmarktbestimmung im Hinblick auf die Schuldverschreibungen durchzuführen (entweder durch die Übernahme
oder durch die Präzisierung der Zielmarktbestimmung der Konzepteure) und angemessene Vertriebskanäle nach
Maßgabe der Pflichten des Vertriebsunternehmens unter MiFID II im Hinblick Geeignetheit bzw. Angemessenheit,
zu bestimmen.
20 February 2019
20. Februar 2019
Final Terms
Endgültige Bedingungen
thyssenkrupp AG
EUR 1,500,000,000 2.875 per cent Notes due 2024
EUR 1.500.000.000 2,875 % Schuldverschreibungen fällig 2024
issued pursuant to the
begeben auf Grund des
10,000,000,000
Debt Issuance Programme
of
der
thyssenkrupp AG
Legal Entity Identifier (LEI): 549300UDG16DOYUPR330
dated 16 January 2019
vom 16. Januar 2019
Issue Date: 22 February 2019
Tag der Begebung: 22. Februar 2019
Series No.: 6 Tranche No.: 1
Serien Nr.: 6 Tranchen Nr.: 1
Important Notice
These Final Terms have been prepared for the purpose of article 5 (4) of the Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003, as amended or superseded, and must be read in
conjunction with the Debt Issuance Programme Prospectus pertaining to the Programme dated 16 January 2019
(the "Prospectus") and the supplements dated 14 February 2019 and 15 February 2019. The Prospectus and
any supplement thereto are available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of thyssenkrupp AG (www.thyssenkrupp.com) and copies may be
obtained from thyssenkrupp AG. Full information is only available on the basis of the combination of the
Prospectus, any supplement and these Final Terms. A summary of the individual issue of Notes is annexed to
these Final Terms.
1

Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für die Zwecke des Artikels 5 Absatz 4 der Richtlinie 2003/71/EG des
Europäischen Parlaments und des Rates vom 4. November 2003 (geändert oder ersetzt) abgefasst und sind in
Verbindung mit dem Debt Issuance Programme Prospekt vom 16. Januar 2019 über das Programm (der
"Prospekt") und den Nachträgen dazu vom 14. Februar 2019 und 15. Februar 2019 zu lesen. Der Prospekt sowie
etwaige Nachträge können in elektronischer Form auf der Internetseite der Luxemburger Börse (www.bourse.lu)
und der Internetseite der thyssenkrupp AG (www.thyssenkrupp.com) eingesehen werden. Kopien sind erhältlich
bei thyssenkrupp AG. Vollständige Informationen sind nur verfügbar, wenn die Endgültigen Bedingungen, der
Prospekt und etwaige Nachträge dazu zusammengenommen werden. Eine Zusammenfassung der einzelnen
Emission der Schuldverschreibungen ist diesen Endgültigen Bedingungen angefügt.
Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations pursuant
to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as modified
or amended from time to time (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons
(as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in
the Securities and Futures (Capital Markets Products) Regulations 2018) and "Excluded Investment Products"
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
Produktklassifizierung nach dem Wertpapier- und Futures-Gesetz von Singapur (Singapore Securities and
Futures Act) Nur für Zwecke ihrer Verpflichtungen nach den Abschnitten 309B (1)(a) und 309B (1)(c) des
Wertpapier- und Futures-Gesetzes (Kapitel 289) von Singapur (Securities and Futures Act (Chapter 289) of
Singapore) in der jeweils gültigen Fassung ("SFA") hat die Emittentin festgelegt, und benachrichtigt hiermit allen
relevanten Personen (wie in Abschnitt 309A des SFA bezeichnet), dass es sich bei den Schuldverschreibungen
um "bestimmte Kapitalmarktprodukte" ("prescribed capital markets products") (gemäß der Definition in den
Verordnungen über Wertpapiere und Futures (Kapitalmarktprodukte) 2018 (Securities and Futures (Capital
Markets Products) Regulations 2018)) und "Ausgenommene Investmentprodukte" ("Excluded Investment
Products") (gemäß der MAS Mitteilungen SFA 04-N12: Mitteilung zum Verkauf von Investmentprodukten und der
MAS Mitteilung FAA-N16: Mitteilung zu Empfehlungen zu Investmentprodukten) handelt.
2

PART A Terms and Conditions
TEIL A Emissionsbedingungen
The conditions applicable to the Notes (the "Conditions") and the English language translation thereof, are as set
out below.
Die für die Schuldverschreibungen geltenden Bedingungen (die "Bedingungen") sowie die englischsprachige
Übersetzung sind wie nachfolgend aufgeführt.
TERMS AND CONDITIONS OF THE NOTES
§ 1
CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS
(1) Currency; Denomination. This series of notes (the "Notes") of thyssenkrupp AG (the "Issuer") is being
issued in Euro (the "Specified Currency") in the aggregate principal amount of EUR 1,500,000,000 (in
words: Euro one billion five hundred million) in the denomination of EUR 1,000 (the "Specified
Denomination").
(2) Form. The Notes are being issued in bearer form.
(3)
Temporary Global Note Exchange.
(a) The Notes are initially represented by a temporary global note (the "Temporary Global Note") without
interest coupons. The Temporary Global Note will be exchanged for Notes in the Specified
Denomination represented by a permanent global note (the "Permanent Global Note") without
interest coupons. The Temporary Global Note and the Permanent Global Note (each a "Global Note"
and together the "Global Notes") shall each be signed by or on behalf of the Issuer and shall each
be authenticated by or on behalf of the Fiscal Agent. Definitive Notes and interest coupons will not
be issued.
(b) The Temporary Global Note shall be exchanged for the Permanent Global Note on a date (the
"Exchange Date") not later than 180 days after the date of issue of the Notes. The Exchange Date
shall not be earlier than 40 days after the date of issue. Such exchange shall only be made upon
delivery of certifications to the effect that the beneficial owner or owners of the Notes is not a U. S.
person (other than certain financial institutions or certain persons holding Notes through such
financial institutions). Payment of interest on Notes represented by a Temporary Global Note will be
made only after delivery of such certifications. A separate certification shall be required in respect
of each such payment of interest. Any such certification received on or after the 40th day after the
date of issue of the Notes will be treated as a request to exchange the Temporary Global Note
pursuant to subparagraph (b) of this § 1(3). Any Notes delivered in exchange for the Temporary
Global Note shall be delivered only outside of the United States (as defined in § 4(4)).
(4) Clearing System. Each Global Note will be kept in custody by or on behalf of the Clearing System until
all obligations of the Issuer under the Notes have been satisfied. "Clearing System" means the following:
Clearstream Banking AG, Neue Börsenstraße 1, 60487 Frankfurt am Main, Federal Republic of Germany
and any successor in such capacity.
(5) Holder of Notes. "Holder" means any holder of a proportionate co-ownership or other beneficial interest
or right in the Notes.
§ 2
STATUS, NEGATIVE PLEDGE
(1) Status. The Notes constitute direct, unconditional, unsecured (in rem) and unsubordinated obligations
of the Issuer and rank pari passu among themselves and pari passu with all other present and future
unsecured (in rem) and unsubordinated obligations of the Issuer, save as otherwise determined by
mandatory provisions of law.
(2) Negative Pledge. The Issuer undertakes for the entire life of the Notes, but not beyond the day on which
payment of the final amounts being due for interest, principal and any additional amounts has been
made to the Fiscal Agent, not to secure any present or future Bond Issues (as defined below), including
any guarantees or indemnities given therefore, by pledging, assigning, transferring, mortgaging, or in
any other way creating any in rem security interest over, any of its present or future assets under the
laws of any country, without at the same time rateably and equally extending such security to the
Holders or granting them any other, in the opinion of an independent reputable expert not less
3

favourable, security, unless such granting of security is prescribed by mandatory provisions of law or
by governmental authority, either in individual cases or generally.
(3) For the purposes of these Terms and Conditions, "Bond Issue" shall mean any issue of bonds or similar
securities which are being, or intended to be, or may be, quoted, listed or dealt in or traded on any
stock exchange or over-the-counter or similar securities market.
Any security to be granted in accordance with § 2(2) may also be provided to a person acting as trustee
for the Holders.
§ 3
INTEREST
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their principal amount at
the rate of 2.875 per cent. per annum from (and including) 22 February 2019 (the "Interest
Commencement Date") to (but excluding) the Maturity Date (as defined in § 5(1)). Interest shall be
payable in arrear on 22 February in each year (each such date, an "Interest Payment Date"). The first
payment of interest shall be made on 22 February 2020.
(2) Accrual of Interest. If the Issuer fails to redeem the Notes when due, interest shall accrue on the
outstanding principal amount of the Notes from (and including) the due date to (but excluding) the date
of actual redemption of the Notes at the statutory default rate of interest.(1)
(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less than
a full year, such interest shall be calculated on the basis of the Day Count Fraction (as defined below).
(4) Day Count Fraction. "Day Count Fraction" means with regard to the calculation of the amount of interest
for any period of time (the "Calculation Period"):
the number of days in the Calculation Period divided by the number of days in the Interest Period in
which the Calculation Period falls.
"Interest Period" means the period from (and including) the Interest Commencement Date to, but
excluding, the first Interest Payment Date or from (and including) each Interest Payment Date to, but
excluding, the next Interest Payment Date.
§ 4
PAYMENTS
(1) (a) Payment of Principal. Payments of principal in respect of the Notes shall be made, subject to
subparagraph (2) below, to the Clearing System or to its order for credit to the accounts of the relevant
account holders of the Clearing System.
(b) Payment of Interest. Payments of interest in respect of the Notes shall be made, subject to
subparagraph (2) below, to the Clearing System or to its order for credit to the accounts of the
relevant account holders of the Clearing System.
Payments of interest in respect of the Notes represented by the Temporary Global Note shall be made,
subject to subparagraph (2), to the Clearing System or to its order for credit to the accounts of the
relevant account holders of the Clearing System, upon due certification as provided in § 1(3)(b).
(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments of amounts
due in respect of the Notes shall be made in the Specified Currency.
(3) Discharge. The Issuer shall be discharged by payment to, or to the order of, the Clearing System.
(4) United States. For the purposes of these Terms and Conditions "United States" means the United States
of America (including the States thereof and the District of Columbia) and its possessions (including
Puerto Rico, the U. S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands).

1
The statutory default rate of interest for the year is five percentage points above the base rate published by Deutsche Bundesbank from
time to time, sections 288 (1), 247 BGB.
4

(5) Business Day. If the due date for payment of any amount in respect of any Note is not a Business Day,
the due date for the relevant payment shall be postponed to the next following day that is a Business
Day. The Holder shall not be entitled to any interest or other payment as a result of such postponement.
For those purposes, "Business Day" means any day which is a day (other than a Saturday or a Sunday) on
which the Clearing System as well as all relevant parts of the Trans-European Automated Realtime Gross
Settlement Express Transfer System (TARGET 2) ("TARGET") are open to forward the relevant payment.
(6) References to Principal and Interest. References in these Terms and Conditions to principal in respect
of the Notes shall be deemed to include, as applicable: the Final Redemption Amount of the Notes; the
Early Redemption Amount of the Notes; the Call Redemption Amount of the Notes; and any premium
and any other amounts which may be payable under or in respect of the Notes. References in these
Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any
Additional Amounts which may be payable under § 7.
(7) Deposit of Principal and Interest. The Issuer may deposit any interest or principal amounts not claimed
by Holders within twelve months after the Maturity Date with the Local Court (Amtsgericht) of Essen,
even if such Holders are not in default of acceptance of payment. If and to the extent that the deposit is
effected and the right of withdrawal is waived, the respective claims of such Holders against the Issuer
shall cease.
§ 5
REDEMPTION
(1) Final Redemption. Unless previously redeemed in whole or in part or purchased and cancelled, the
Notes shall be redeemed at their Final Redemption Amount on 22 February 2024 (the "Maturity Date").
The "Final Redemption Amount" in respect of each Note shall be its principal amount.
(2) Early Redemption for Reasons of Taxation. If, as a result of a change in or amendment of legal
provisions, or any amendment to or change in the application or official interpretation of such legal
provisions, which change is effective on or after the date on which the last tranche of this series of Notes
was issued, the Issuer becomes obliged to pay additional amounts referred to in § 7(1) on the next
succeeding Interest Payment Date (as defined in § 3(1)), and this obligation cannot be avoided by the
use of measures available to the Issuer which are, in the judgement of the Issuer, reasonable, the Issuer
shall be entitled, upon not less than 30 and not more than 60 days' notice, to redeem prior to maturity
on the first day of each calendar month during the life of the Notes all, but not part only, of the
outstanding Notes at their Early Redemption Amount (as defined below), together with the interest
accrued to the date fixed for redemption. No redemption pursuant to this § 5(2) shall occur more than
one month prior to the date at which such change in, or amendment of, legal provisions becomes
applicable to the Notes for the first time.
A redemption by the Issuer pursuant to this § 5(2) shall be effected by irrevocable notice to the Holders
in accordance with § 12 and must state the date of redemption as well as a summary of the facts which
constitute the call right. Such notice can only be given after the Issuer provided the Fiscal Agent with a
statement, signed by as many authorized signatories as legally prescribed, to the effect that the Issuer
cannot, in its judgement, avoid the obligation by the use of measures available to the Issuer according
to this paragraph (2). In addition, before giving such notice, the Issuer must provide the Paying Agent
with a legal opinion, issued by a law firm of good standing, which states that the Issuer is obliged to
pay additional amounts according to § 7(1) as a result of a change in or amendment of legal provisions,
or any amendment to or change in the application or official interpretation of such legal provisions.
(3) Early Redemption at the Option of the Issuer.
(a) The Issuer may, upon notice given in accordance with subparagraph (b), redeem the Notes in whole
or in part within the Call Redemption Period at the Call Redemption Amount set forth below together
with accrued interest, if any, to (but excluding) the relevant redemption date.
Call Redemption Period
Call Redemption Amount
22 November 2023 to 22 February 2024
Final Redemption Amount
5

(b) Notice of redemption shall be given by the Issuer to the Holders in accordance with § 12. Such
notice shall specify:
(i) the series of Notes subject to redemption;
(ii) whether such series is to be redeemed in whole or in part only and, if in part only, the aggregate
principal amount of the Notes which are to be redeemed;
(iii) the redemption date, which shall be not less than 30 nor more than 60 days after the date on
which notice is given by the Issuer to the Holders; and
(iv) the Call Redemption Amount at which such Notes are to be redeemed.
(c) In the case of a partial redemption of Notes, Notes to be redeemed shall be selected in accordance
with the rules of the relevant Clearing System.
(4) Early Redemption in case of a Change of Control.
(a) A Put Event will be deemed to occur if:
(i) any person or persons acting in concert or any person or persons acting on behalf of any such
person(s), at any time directly or indirectly own(s) or acquire(s) (whether or not approved by the
Management Board or Supervisory Board of the Issuer) (I) more than 50 per cent. of the issued
ordinary share capital of the Issuer or (II) such number of shares in the capital of the Issuer
carrying more than 50 per cent. of the voting rights exercisable at a general meeting of the
Issuer (each, a "Change of Control"); and
(ii) at the time of the occurrence of a Change of Control, the Notes or the Issuer carry a credit rating
requested by the Issuer from any of Moody's Investors Service Ltd. (Moody's) Standard & Poor's
Credit Market Services Europe Ltd. (Standard & Poor's), Fitch Ratings Ltd. (Fitch), or any of their
respective successors (each, a "Rating Agency") and such rating from at least two Rating
Agencies or, in the case of less than three ratings, of one Rating Agency is within 180 days of
such time either downgraded at least two notches or withdrawn and is not within such 180-day
period subsequently (in the case of a downgrade) upgraded to the credit rating the Notes or the
Issuer carried at the time of the occurrence of the Change of Control by at least one of those
Rating Agencies or, in the case of less than three ratings, by this Rating Agency or (in the case
of a withdrawal) replaced by the credit rating the Notes or the Issuer carried at the time of the
occurrence of the Change of Control from this or any other Rating Agency; and
(iii) in making the relevant decision(s) referred to above, the relevant Rating Agencies announce
publicly or confirm in writing to the Issuer that such decision(s) resulted, in whole or in part, from
the occurrence of the Change of Control.
(b) If a Put Event occurs, each Holder shall have the option to require the Issuer to redeem or, at the
Issuer's option, purchase (or procure the purchase of) its Notes at its principal amount together with
interest accrued to but excluding the Put Date in case of a Change of Control (as defined below)
(excluding). Such option shall operate as set out below.
(c) If a Change of Control occurs, within 21 days of the end of the 180 day period referred to in
paragraph (a)(ii) above the Issuer shall give notice (a "Put Event Notice") to the Holders in
accordance with § 12 specifying the nature of the Put Event and the procedure for exercising the
option contained in this § 5(4).
(d) To exercise the option to require the redemption or purchase of a Note under this § 5(4) the Holder
must deliver its Note(s), on any Business Day falling within the period (the "Put Period") of 30 days
after a Put Event Notice is given, at the specified office of the Paying Agent accompanied by a duly
signed and completed notice of exercise in the form (for the time being current) obtainable from the
specified office of the Paying Agent (a "Put Notice in case of a Change of Control"). The Paying
Agent to which such Note(s) and Put Notice in case of a Change of Control are delivered will issue
to the Holder concerned a non-transferable receipt in respect of the Note so delivered. The Issuer
shall at its option redeem or purchase (or procure the purchase of) the relevant Note(s) on the date
6

(the "Put Date in case of a Change of Control") seven days after the expiration of the Put Period
unless previously redeemed or purchased and cancelled. Payment in respect of any Note(s) so
delivered will be made, if the Holder duly specified in the Put Notice in case of a Change of Control
a bank account to which payment is to be made, on the Put Date in case of a Change of Control by
transfer to that bank account and, in every other case, on or after the Put Date in case of a Change
of Control against presentation and surrender of such receipt at the specified office of the Paying
Agent. A Put Notice in case of a Change of Control, once given, shall be irrevocable.
(e) If the rating designations employed by any of Moody's, Standard & Poor's or Fitch are changed from
those which are described in paragraph (a)(ii), the Issuer shall determine the rating designations of
Moody's, Standard & Poor's or Fitch (as appropriate) as are most equivalent to the prior rating
designations of Moody's, Standard & Poor's or Fitch and paragraph (a)(ii) shall be read accordingly.
(f) If 80 per cent. or more of the aggregate principal amount of the Notes then outstanding have been
redeemed or purchased pursuant to the provisions of this § 5(4), the Issuer may, on not less than
30 or more than 60 days' notice to the Holder given within 30 days after the Put Date in case of a
Change of Control, redeem, at its option, the remaining Notes as a whole at a redemption price of
the principal amount thereof plus interest accrued to but excluding the date of such redemption.
(5) Early Redemption Amount.
For purposes of subparagraph (2) of this § 5 and § 9, the Early Redemption Amount of a Note shall be
its Final Redemption Amount.
§ 6
THE FISCAL AGENT, THE PAYING AGENT
(1) Appointment; Specified Office. The initial Fiscal Agent and the initial Paying Agent and its initial specified
office shall be:
Fiscal Agent and Paying Agent:
Deutsche Bank Aktiengesellschaft
Trust & Agency Services
Taunusanlage 12
60325 Frankfurt am Main
The Fiscal Agent and the Paying Agent reserve the right at any time to change its specified office to
some other specified office in the same country.
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or terminate
the appointment of the Fiscal Agent or any Paying Agent and to appoint another Fiscal Agent or
additional or other Paying Agents. The Issuer shall at all times maintain a Fiscal Agent. Any variation,
termination, appointment or change shall only take effect (other than in the case of insolvency, when it
shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall
have been given to the Holders in accordance with § 12.
(3) Agent of the Issuer. The Fiscal Agent and the Paying Agent act solely as the agents of the Issuer and
do not assume any obligations towards or relationship of agency or trust for any Holders.
§ 7
TAXATION
(1) Withholding Taxes. All payments of principal and interest will be made without any withholding at source
or deduction at source of any present or future taxes, duties, assessments or governmental charges of
whatever kind which are imposed, levied or collected by or in or on behalf of the Federal Republic of
Germany or by or on behalf of a regional or local authority empowered to impose taxes therein
("Withholding Taxes") unless this is required by law. In that event, the Issuer will pay such additional
amounts as may be necessary to ensure the payment to the Holders of the full nominal amount of
principal and interest. The tax on interest (Kapitalertragsteuer) and the solidarity surcharge do not
constitute such Withholding Tax as described above.
7

The Issuer shall, however, not be obliged to pay any additional amounts on account of such Withholding
Taxes:
(a) which are payable on payments of principal and interest otherwise than by deduction or withholding
at source; or
(b) to which the Holder is subject for any reason other than the mere fact of its being a holder of Notes
or receiving principal or interest in respect thereof, in particular if the Holder is subject to such taxes,
duties or governmental charges because of a personal unrestricted or restricted tax liability or if the
Holder for the purposes of the relevant tax laws is regarded as an individual or corporate resident
in another member state of the European Union; or
(c) are deducted or withheld pursuant to (i) any European Union Directive or Regulation concerning the
taxation of interest income, or (ii) any international treaty or understanding relating to such taxation
and to which the Federal Republic of Germany or the European Union is a party, or (iii) any provision
of law implementing, or complying with, or introduced to conform with, such Directive, Regulation,
treaty or understanding.
Notwithstanding any other provisions contained herein, the Issuer shall be permitted to withhold or deduct
any amounts required by the rules of Sections 1471 through 1474 of the U.S. Internal Revenue Code (or
any amended or successor provisions), pursuant to any intergovernmental agreement or implementing
legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any
agreement with the U.S. Internal Revenue Service ("FATCA withholding") as a result of a holder, beneficial
owner or an intermediary that is not an agent of the Issuer not being entitled to receive payments free of
FATCA withholding. The Issuer will not have any obligation to pay additional amounts or otherwise indemnify
a holder for any such FATCA withholding deducted or withheld by the Issuer, the Paying Agent or any other
party.
(2) Issuer's Corporate Seat. If the Issuer moves its corporate seat to another country or territory or
jurisdiction, each reference in these Terms and Conditions to the Federal Republic of Germany shall be
deemed to refer to such other country or territory or jurisdiction.
§ 8
PRESENTATION PERIOD
The presentation period provided in section 801 paragraph 1, sentence 1 BGB (German Civil Code) is
reduced to ten years for the Notes.
§ 9
EVENTS OF DEFAULT
(1) Events of default. Each Holder is entitled to declare its Notes due and to demand immediate redemption
at the Early Redemption Amount (as described in § 5), together with the interest accrued up to (but
excluding) the day of actual redemption, if:
(a) the Issuer is in default for more than 30 days in the payment of interest, principal or any additional
amounts payable pursuant to § 7(1) on the Notes; or
(b) the Issuer fails to duly perform any other obligation arising from the Notes, and such failure
continues for more than 45 days after the Fiscal Agent has received written notice thereof from a
Holder; or
(c) the Issuer or any Material Subsidiary, as the case may be, fails to fulfil one or more payment
obligations in an amount of not less than Euro 50,000,000 arising from any Bond Issue or from any
guarantee or indemnity given in respect of any Bond Issue and such default continues for more than
30 days after notice thereof is given to the Fiscal Agent by a Holder, or any such payment obligation
becomes due prematurely by reason of any default of the Issuer or any Material Subsidiary, as the
case may be, or a security granted for any such payment obligation is enforced; or
8

(d) the Issuer or any Material Subsidiary, as the case may be, stops payments or announces that it is
not in a position to meet its financial obligations; or
(e) insolvency proceedings are opened against the Issuer and such proceedings are instituted and have
not been discharged or stayed within 60 days after institution, or the Issuer applies for institution of
or institutes such proceedings; or
(f) the Issuer (i) ceases or through an official action of the Board of Directors of the Issuer threatens to
cease to carry on business or (ii) a resolution is passed or an order of a court of competent
jurisdiction is made that the Issuer be wound up or dissolved or (iii) enters into liquidation, in each
case unless this is done in connection with a merger or other form of combination with another
company and such company assumes all obligations contracted by the Issuer in connection with
the Notes.
The right to declare Notes due shall terminate if all events of default provided for herein have been cured
before such notice has been received by the Fiscal Agent.
For the purposes of the Terms and Conditions of the Notes, "Material Subsidiary" shall mean any
company, in which the Issuer or its legal successor directly or indirectly holds an interest of more than
50 per cent., provided that such company's sales amount to at least one billion Euro as shown in its
most recent audited annual accounts.
(2) Notice. A Holder shall exercise the right to declare its Notes due by delivering or sending by registered
mail to the Fiscal Agent evidence of ownership satisfying the reasonable requirements of the Fiscal
Agent and a written notice in which there shall be stated the aggregate principal amount of the Notes
declared due.
(3) Quorum. In the events specified in subparagraphs (1) (c) or (f), any notice declaring Notes due shall,
unless at the time such notice is received any of the other events specified in subparagraphs (1)(a), (b),
(d) or (e) entitling Holders to declare their Notes due has occurred, become effective only once the Fiscal
Agent has received such notices from Holders of at least one-tenth of the aggregate principal amount
or if at that time a smaller amount than the aggregate principal amount of the Notes is outstanding in
the then outstanding aggregate principal amount of the Notes.
§ 10
SUBSTITUTION
(1) Substitution. The Issuer shall be entitled at any time, without the consent of the Holders, if no payment
of principal of or interest on any of the Notes is in default, to substitute for the Issuer thyssenkrupp
Industrials Finance Germany GmbH (HRB 29774, local court (Amtsgericht) Essen) as principal debtor in
respect to all obligations arising from or in connection with the Notes (the "Substitute Debtor"), provided
that:
(a) the Substitute Debtor is legally in a position to fulfil all payment obligations arising from or in
connection with the Notes without the necessity of any taxes or duties being withheld at source and
to transfer all amounts which are required therefor to the Fiscal Agent without any restrictions;
(b) the Substitute Debtor assumes all obligations of the Issuer arising from or in connection with the
Notes;
(c) the Issuer irrevocably and unconditionally guarantees in favour of each Holder the payment of all
sums payable by the Substitute Debtor in respect of the Notes; and
(d) there shall have been delivered to the Fiscal Agent one opinion for each jurisdiction affected of
lawyers of recognized standing to the effect that subparagraphs (a), (b), and (c) above have been
satisfied.
(2) Notice. Notice of any such substitution shall be published in accordance with § 12.
9

(3) Change of References. In the event of any such substitution, any reference in these Terms and
Conditions to the Issuer shall from then on be deemed to refer to the Substitute Debtor and any
reference to the country in which the Issuer is domiciled or resident for taxation purposes shall from
then on be deemed to refer to the country of domicile or residence for taxation purposes of the Substitute
Debtor. Furthermore, in the event of such substitution the following shall apply:
(a) in § 5(4) the reference to the Issuer shall be deemed as a reference to the previous Issuer and not
to the Substitute Debtor, if the previous Issuer is the parent company of the Substitute Debtor.

If the Substitute Debtor has left the group of the previous Issuer, the reference to the Issuer shall be
deemed as a reference to the Substitute Debtor. If the Substitute Debtor is part of a group, but is
not the ultimate parent of such group, the reference to the Issuer shall be deemed as a reference to
the ultimate parent of such group;
(b) in § 7 and § 5(2) an alternative reference to the Federal Republic of Germany shall be deemed to
have been included in addition to the reference according to the preceding sentence to the country
of domicile or residence for taxation purposes of the Substitute Debtor;
(c) in § 9(1)(c) to (f) an alternative reference to the Issuer in its capacity as guarantor shall be deemed
to have been included in addition to the reference to the Substitute Debtor and each Holder shall
have the right to declare its Notes due and to demand immediate redemption at the Early
Redemption Amount (as described in § 5), together with the interest accrued up to (but excluding)
the day of actual redemption, if the guarantee ceases to be valid or legally binding.
In the event of any such substitution, the Substitute Debtor shall succeed to, and be substitute for, and
may exercise every right and power of, the Issuer under the Notes with the same effect as if the
Substitute Debtor had been named as the Issuer herein, and the Issuer (or any corporation which shall
have previously assumed the obligations of the Issuer) shall be released from its liability as obligor
under the Notes.
§ 11
FURTHER ISSUES, PURCHASES, CANCELLATION
(1) Further Issues. The Issuer may from time to time, without the consent of the Holders, issue further
Notes having the same terms and conditions as the Notes in all respects (or in all respects except for
the settlement date, interest commencement date and/or issue price) so as to be consolidated and form
a single series with the Notes.
(2) Purchases. The Issuer may at any time purchase Notes in the open market or otherwise and at any
price. Notes purchased by the Issuer may, at the option of the Issuer, be held, resold or surrendered to
the Fiscal Agent for cancellation. If purchases are made by tender, tenders for such Notes must be
made available to all Holders of such Notes alike.
(3) Cancellation. All Notes redeemed in full shall be cancelled forthwith and may not be reissued or resold.
The Issuer will inform such stock exchange(s), if any, on which the cancelled Notes are listed of any
such cancellation.
§ 12
NOTICES
(1) Publication. All notices concerning the Notes will be made by means of electronic publication on the
internet website of the Luxembourg Stock Exchange (www.bourse.lu). Any notice will be deemed to
have been validly given on the third day following the date of such publication.
(2) Notification to Clearing System. So long as any Notes are listed on the official list of and admitted to
trading on the Luxembourg Stock Exchange, subparagraph (1) shall apply. If the Rules of the
Luxembourg Stock Exchange otherwise so permit, the Issuer may deliver the relevant notice to the
Clearing System for communication by the Clearing System to the Holders, in lieu of publication as set
forth in subparagraph (1) above; any such notice shall be deemed to have been given to the Holders
on the fifth day after the day on which the said notice was given to the Clearing System.
10